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                                                                    EXHIBIT 10.3

                    FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

      THIS FIRST AMENDMENT is made as of the 25 th day of June, 2004, by and
among the City of Sheboygan, Wisconsin, a Wisconsin municipal corporation and
the Redevelopment Authority of the City of Sheboygan, Wisconsin and The Great
Lakes Companies, Inc., a Wisconsin corporation and Blue Harbor Resort Sheboygan,
LLC, a Wisconsin limited liability company and Blue Harbor Resort Condominium,
LLC, a Delaware limited liability company (collectively, the "Parties").

                                    RECITALS

      (i)   The Parties entered into a Development Agreement dated as of July
30, 2003 (the "Original Development Agreement") and certain other documents and
instruments with respect to the land described on EXHIBIT A attached hereto and
all improvements located and to be located thereon.

      (ii)  The Developer, the Resort LLC and the Condominium LLC (all as
defined in the Original Development Agreement) have asked the City and the
Authority to amend certain provisions of the Original Development Agreement and
the City and the Authority are willing to do so on the terms and conditions set
forth herein.

      (ii)  The execution of this First Amendment to Development Agreement by
the City was authorized by Resolution 40-04-05 of the City's Common Council
dated June 21, 2004, and by Resolution _______ of the Authority dated June 21 ,
2004, reflected in the respective minutes of the Authority and the City's Common
Council.

      NOW, THEREFORE, in consideration of the Recitals herein set forth and the
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree to
amend the Original Development Agreement as follows:

      1.    DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the same meaning as such terms have in the Original
Development Agreement. The term "Development Agreement" as used in any document
or instrument referencing the Original Development Agreement, including without
limitation, this First Amendment, the Resort Ground Lease, the Condominium
Ground Lease, the Restrictive Covenants and Easement Agreement, the Convention
Center Operating Lease, and the Reimbursement Agreement shall mean the Original
Development Agreement as amended by this First Amendment.

      2.    USE OF CONDOMINIUMS. The individual owners of any sold condominium
units in the Condominium Project shall not be required to make their units
available for rental as hotel rooms to the general public. If any individual
owner of a condominium unit makes his/her/its condominium unit in the
Condominium Project available for rental as a hotel room, the rental of said
unit shall be subject to generally applicable room taxes and in addition to any
rights of the City under the Original Development Agreement, the City shall have
all other rights and remedies available to it with respect to the collection of
room taxes. The foregoing provisions of

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this paragraph 2 shall not relieve the Condominium LLC from its obligation to
make all unsold condominium units available at all times for rental as hotel
rooms by the general public and reasonably available for use by the events
booked into the convention center. The Parties agree that the fact that the
owners of individual condominium units in the Condominium Project are no longer
required to make their condominium units available for rental to the general
public shall not operate to release the Resort LLC from its obligation to pay
the Guaranteed Room Tax Payment and the Room Tax Shortfall. The Parties agree
that the fact that the owners of individual condominium units in the
Condominium Project are no longer required to make their condominium units
available for rental to the general public shall not operate to reduce the
amount of the Guaranteed Room Tax Payment.

         The fifth bullet point of Paragraph 6 of the Original Development
Agreement shall be amended and restated to remove all references to a "Rental
Pool" and any 30 day or 60 day occupancy restriction and shall be read in full
as follows: "The unsold condominium units must be available for rental as hotel
rooms by the general public and reasonably available for use by events booked
into the convention center."

         The twenty-second bullet point of Paragraph 8 of the Original
Development Agreement shall be amended and restated to remove all references to
a "Rental Pool" and any 30 day or 60 day occupancy restriction and shall read in
full as follows: "The Restrictive Covenants and Easement Agreement will require
that until December 31, 2028, or until expiration of the terms of this Agreement
or the Reimbursement Agreement, whichever is later to occur, subject to repair
as a result of casualty, condemnation, ordinary and extraordinary repair and
replacement, the hotel suites within the Resort Project shall at all times be
available for rental to the general public as hotel rooms. Following December
31, 2028, or upon expiration of the term of this Agreement and/or the
Reimbursement Agreement, whichever is later to occur, subject to repair as a
result of casualty, condemnation, ordinary and extraordinary repair and
replacement, the hotel suites within the Resort Project shall at all times be
available for rental to the general public as hotel rooms or upon request of the
Resort LLC and with the prior written approval of the City and the Authority,
the Resort LLC shall be permitted to convert all or a portion of the hotel
suites within the Resort Project to a condominium hotel. The City and the
Authority will not unreasonably withhold their consent to such conversion of the
hotel suites to a condominium hotel as long as the documents governing the
formation of the condominium hotel are reasonably acceptable to the City and the
Authority and as long as the arrangements for operation and management of the
Resort Project and the Convention Center Project are reasonably acceptable to
the City and the Authority, and as long as all condominium units or condominium
suites are at all times available for rental to the general public as hotel
rooms (subject to repair as a result of casualty, condemnation, ordinary and
extraordinary repair and replacement). Until December 31, 2028, or until
expiration of the term of this Agreement or the Reimbursement Agreement,
whichever is later to occur, subject to repair as a result of casualty,
condemnation, ordinary and extraordinary repair and replacement, all unsold
condominium units owned by Condominium LLC in the Condominium Project shall at
all times be available for rental to the general public as hotel rooms."

         3.       CITY CONDOMINIUM PAYMENTS. Any reference to the City
Condominium Payment(s) and the Condominium City Payment(s) in the Original
Development Agreement


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shall be deleted. Exhibit H is deleted from the Original Development Agreement.
The Parties agree that the deletion from the Original Development Agreement of
the reference to the City Condominium Payments shall not operate to release the
Resort LLC from its obligation to pay the Guaranteed Room Tax Payment and the
Room Tax Shortfall. The Parties agree that the deletion from the Original
Development Agreement of the reference to the City Condominium Payments shall
not operate to reduce the amount of the Guaranteed Room Tax Payment.

      4.    GUARANTEED ROOM TAX PAYMENT. Paragraph 2(w) of the Original
Development Agreement shall be amended and restated to read in full as follows:
"Guaranteed Room Tax Payment" means: The amount of room taxes the Resort LLC has
guaranteed will be generated by the Resort Project and the Condominium Project
and paid to the City as of October 1 of each year during the term of the
Convention Center Operating Lease as shown on Exhibit G attached hereto, in
connection with the operations of the Resort Project and the Condominium Project
for the immediately preceding 12-month period, commencing October 1 in the
calendar year immediately preceding the calendar year of the said October 1
Guaranteed Room Tax Payment due date and continuing up to said October 1
Guaranteed Room Tax Payment due date."

      5.    ROOM TAX SHORTFALL. Paragraph 2(ss) of the Original Development
Agreement shall be amended and restated to read in full as follows: "'Room Tax
Shortfall' means: For each year during the term of the Convention Center
Operating Lease (or the Reimbursement Agreement if the Lease Obligations are due
to the City pursuant to the Reimbursement Agreement), the difference between (i)
the Guaranteed Room Tax Payment due on October 1 of each year during the term of
the Convention Center Operating Lease (or the Reimbursement Agreement if the
Convention Center Operating Lease is no longer in effect) as shown on Exhibit G
attached hereto, minus (ii) an amount equal to the room taxes actually received
by the City (including amounts deemed to have been received pursuant to
Paragraph 29 below) from the Resort Project and the Condominium Project for the
immediately preceding 12-month period, commencing October 1 in the calendar year
immediately preceding the calendar year of the said October 1 Guaranteed Room
Tax Payment due date and continuing up to said October 1 Guaranteed Room Tax
Payment due date."

      6.    PAYMENT OF ROOM TAXES FROM CONDOMINIUM PROJECT. The Resort LLC
agrees to pay monthly to the City, the room taxes collected or which should have
been collected each month in connection with the Resort Project, to be accounted
for by the City as described in the Original Development Agreement. With respect
to each individual condominium unit in the Condominium Project that is made
available for rental by either the Condominium LLC or any individual condominium
owner, the Resort LLC and such individual condominium unit owner agree to pay
monthly to the City, the room taxes collected or which should have been
collected each month in connection with that condominium unit, to be accounted
for by the City as described in the Original Development Agreement. To the
extent any room taxes are due and payable to the City with respect to a
condominium unit in the Condominium Project owned by an individual other than
Resort LLC or Condominium LLC, the Resort LLC and the individual owner of such
condominium unit are jointly and severally liable for payment of such room
taxes.

      7.    COVENANT. Paragraph 14(aa) of the Original Development Agreement
shall be amended and restated to read in full as follows: "The Resort LLC
guarantees that the room taxes

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generated each year by the Resort Project and the Condominium Project will equal
or exceed the Guaranteed Room Tax Payment for such year as shown on Exhibit G
attached hereto, regardless of whether the Condominium Project or any part
thereof is commenced and/or completed and/or rented to the general public. The
Resort LLC guarantees that the property taxes generated by the Resort Project
and the Condominium Project each year will equal or exceed the Guaranteed
Property Tax Payment for such year as shown on Exhibit F attached hereto,
regardless of whether the Condominium Project or any part thereof is commenced
and/or completed. The Resort LLC guarantees that it will pay the Room Tax
Shortfall, if any, each year during the term of the Convention Center Operating
Lease (or the Reimbursement Agreement if the Lease Obligations are due to the
City pursuant to the Reimbursement Agreement) on or before October 1 of such
year, and the Resort LLC guarantees that it will pay the Real Estate and
Personal Property Tax Shortfall, if any, each year during the term of the
Reimbursement Agreement, on or before October 1 of such year. Resort LLC shall
not be relieved of its obligation to pay the Real Estate and Personal Property
Tax Shortfall and/or the Room Tax Shortfall each year for any reason, including
without limitation, a change in the laws affecting room taxes, real estate
taxation and/or assessments, or if the real estate taxes and personal property
taxes assessed in any year on the Resort Project and that portion of the
Condominium Project that is constructed, if any, produce a real estate and
personal property tax payment due and payable in any year which is less than the
Guaranteed Property Tax Payment for such year or if the room taxes collected
(including the room taxes deemed to have been collected pursuant to Paragraph 29
below) on the Resort Project and that portion of the Condominium Project that is
constructed, if any, during the applicable 12-month period are less than the
Guaranteed Room Tax Payment due on October 1 of each year."

      8.    ROOM TAXES. Paragraph 29 of the Original Development Agreement is
amended and restated to read in full as follows: "The City may impose a room tax
on the Resort Project and any individual condominium unit in the Condominium
Project which is rented to the general public in accordance with its legislative
or other powers, which tax may be modified or amended from time to time as
permitted by applicable law. Nothing in the Development Agreement shall impair
any statutory rights of the City with respect to the assessment, levy, priority,
collection and/or enforcement of room taxes. Resort LLC agrees to pay such room
taxes in effect from time to time in a timely manner in connection with the
Resort Project and to the extent any room tax is due and payable with respect to
an individual condominium unit in the Condominium Project, as agent for the
owner of such individual condominium unit. If the Resort LLC does not act as
agent for any individual condominium unit owner and if such condominium unit
owner makes his/her/its condominium unit available for rental to the general
public, the said condominium unit owner agrees to pay the City the room taxes in
effect from time to time with respect to said owner's condominium unit. The room
tax imposed on the Resort Project and the Condominium Project shall be the room
tax uniformly applied by the City on all hotels, motels and beds and breakfasts
in the City of Sheboygan. If the room tax at any time during the term of the
Convention Center Operating Lease is reduced by law below 8%, then for the
purpose of determining whether a Room Tax Shortfall exists on any October 1
Guaranteed Room Tax Payment due date which occurs during the period of time when
the room tax was by law reduced below 8%, the Resort LLC shall be deemed to have
paid on said October 1 Guaranteed Room Tax Payment due date, room taxes in an
amount equal to the sum of (a) the room taxes actually received by the City from
the Resort Project and the Condominium Project during the 12-month period
immediately prior to said October 1 Guaranteed Room Tax Payment due date, plus
(b) the

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difference between (i) the amount of room taxes that would have been received by
the City from the Resort Project and the Condominium Project during the 12-month
period immediately prior to said October 1 Guaranteed Room Tax Payment due date
had the room taxes which were actually received been assessed at 8%, minus (ii)
the amount described in subparagraph (a) above of this Paragraph 29. Nothing in
this Agreement shall impair any statutory rights of the City with respect to the
assessment, levy, priority and/or collection of room taxes."

      9.    LEGAL FEES. In addition to other legal fees which are due and
payable to the City under the Original Development Agreement, Resort LLC agrees
to pay $235,000 to the City to reimburse the City and the Authority for a
portion of the legal fees incurred by the City and the Authority in connection
with the negotiation and drafting of the Original Development Agreement and
other documents executed in connection therewith and the closing of the
transaction which was the subject of the Original Development Agreement. Resort
LLC agrees to reimburse the City and the Authority for fees and expenses of
outside counsel incurred by the City and the Authority in connection with the
negotiation and drafting of this First Amendment, and the amendment of any other
documents the City and/or the Authority require be amended as a result of this
First Amendment.

      10.   CONDOMINIUM RENTAL PROVISION. Paragraph 49 of the Original
Development Agreement shall be amended and restated to read in full as follows:
"Any individual condominium unit owner in the Condominium Project may elect to
have his/her/its condominium unit made available for rental by the general
public and persons attending the events booked at the Convention Center Project.
An election by an individual condominium unit owner to have or not to have
his/her/its condominium unit made available for rental shall not operate to
release any individual condominium unit or its owner from compliance with all
terms and conditions of the Original Development Agreement, as amended by the
First Amendment to Development Agreement, the Condominium Ground Lease and the
Restrictive Covenants and Easement Agreement applicable to the Condominium
Project and his/her/its condominium unit. No individual condominium unit owner
will be required to enter into a rental management agreement. If a condominium
unit owner makes his/her/its condominium unit available for rental, a room tax
will be due and payable to the City with respect to such unit in an amount
imposed by the City in accordance with its legislative or other powers, which
tax may be modified or amended from time to time as permitted by applicable law.
The Resort LLC and/or Developer shall collect all room taxes due and payable for
the Condominium Project and shall remit the room tax payments to the City. If
for any reason, the Resort LLC and/or Developer no longer manage the Condominium
Project, are no longer parties to a rental management agreement for an
individual condominium unit rented to the general public, any such rental
agreement is with a party other than the Resort LLC, or there is no rental
management agreement in effect with respect to an individual condominium unit
which is rented to the general public, then the City shall have the right to
collect the room tax payments for such unit from the individual condominium unit
owner at the times and in the manner described herein. If room taxes are due and
payable with respect to an individual condominium unit and if the room taxes are
not paid when due, then in addition to any other rights the City may have with
respect to a default under the Development Agreement by an individual
condominium unit owner, the City shall also have a lien against the defaulting
party's condominium unit with respect to any unpaid room tax payments, with the
priority of such lien dating from the recording of a notice of such lien by the
City.

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      "The provisions of this Paragraph 49 shall be included in the Restrictive
Covenants and Easement Agreement and in the condominium declaration and other
condominium documents governing the Condominium Project."

      Any and all references to "Rental Pool" in the Original Development
Agreement shall be deleted.

      11.   GUARANTY DEPOSIT. The definition of Guaranty Deposit in paragraph
2(y) of the Original Development Agreement shall be amended and restated to read
in full as follows: "'Guaranty Deposit' means: At Developer's option, either an
unconditional, irrevocable letter of credit in the amount of $2,000,000.00 or a
cash deposit in the amount of $2,000,000.00, to be held by or for the benefit of
the City, to guarantee payment of Resort LLC's monetary obligations under the
Reimbursement Agreement and the Convention Center Operating Lease. The Guaranty
Deposit is more fully discussed in paragraph 11 below."

      The amount of the Guaranty Deposit shall be increased from $1,000,000.00
to $2,000,000, each and every place it appears in the Original Development
Agreement. The dates of December 31, 2014, and January 1, 2014 in Paragraph 11
of the Original Development Agreement shall be changed to December 31,2018. Any
reference in the Original Development Agreement to draws on the Guaranty Deposit
shall include disbursements of the Guaranty Deposit if the Guaranty Deposit is
held in the form of a cash deposit rather than a letter of credit.

      12.   RESERVE FUND. The Resort LLC shall not be required to establish the
Reserve Fund with the City and all references in the Original Development
Agreement to the Reserve Fund described in Paragraph 2(ii) of the Original
Development Agreement are hereby deleted. With respect to Paragraph 11 of the
Original Development Agreement, any requirement that the City use or disburse
funds from the Reserve Fund as a condition precedent to exercising its rights
under the guaranties of the Guarantors is hereby deleted. Any requirement that
the City use or disburse funds from the Reserve Fund as a condition precedent to
exercising its rights under the guaranties of the Guarantors is hereby deleted
from the Guaranty.

      13. REIMBURSEMENT OF ROOM TAX EXCESS. The City shall not be required to
make any Room Tax Reimbursement to the Resort LLC or any other person or entity.
The City shall be permitted to keep and use any Room Tax Excess for any purpose
as it deems appropriate. Any Room Tax Excess kept and used by the City shall not
be deemed a prepayment of the City Convention Center Funds or the Guaranteed
Room Tax Payment.

      14.   ADDITIONAL PARKING. City agrees to construct, or cause to be
constructed, temporary off-street parking lots, generally as shown on the
drawing attached hereto as Exhibit "B", collectively containing approximately
245 parking stalls, for use by the general public (the "Temporary Parking
Lots"). The City also intends to incur certain capital costs for constructing
permanent parking lots in the future to replace the temporary lots and the City
is currently incurring capital costs in the construction of a permanent parking
lot that is in addition to and is not intended to replace the temporary lots
(the permanent parking lots constructed to replace the

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Temporary Parking Lots and the permanent parking lot currently under
construction being referred to herein collectively as the "Permanent Parking
Lots").

      Developer agrees to reimburse City its costs of constructing the Temporary
Parking Lots. The current estimate of the costs is approximately $150,000, but
Developer agrees to pay all reasonable costs of construction, regardless of
amount. Developer further agrees to provide maintenance and repair of the
Temporary Parking Lots, including plowing and snow removal, at its sole cost and
expense, until July 1, 2005. Effective July 1, 2005, the City shall assume
responsibility for maintenance and repair of the Temporary Parking Lots and
shall annually assess maintenance and repair costs for the Temporary Parking
Lots and all Permanent Parking Lots, as well as capital costs for constructing
those Permanent Parking Lots which replace the Temporary Parking Lots, through a
parking assessment district ("PAD"), to be established pursuant to sec. 66.0829,
Wis. Stats.. The costs for maintenance and repair of the Temporary Parking Lots
and capital costs for construction of those Permanent Parking Lots which replace
the Temporary Parking Lot, and the costs of maintenance and repair of all
Permanent Parking Lots shall be assessed amongst the private non-residential
occupiers of Lots 2 through 9 and Lot 11, Plat of South Pier, and the owners of
the Resort Project, as determined by the City Common Council.

      Although the City Common Council will determine how the various capital
costs and costs of maintenance and repair are assessed and such determination
shall be final with respect to the assessment of the various costs, it is
anticipated that the PAD assessments would be levied annually on a pro rata
basis. It is anticipated that assessments will be levied against the
non-residential properties in Lots 2 through 9 and Lot 11 of Plat of South Pier
and the Resort Project and the owner of the Resort Project as follows: Each
non-residential property in Lots 2 through 9 and Lot 11 of Plat of South Pier
other than the Resort Project shall pay an amount each year equal to the product
obtained by multiplying all costs assessed in the PAD each calendar year, times
a fraction, the numerator of which is the number of parking stalls within the
parking lots which were considered by the City to satisfy that non-residential
property's parking requirement in order for said non-residential property to be
in compliance with applicable zoning laws, rules, regulations and ordinances,
and the denominator of which is the total number of parking stalls in the
parking lots which are part of the PAD. Notwithstanding the foregoing, the
aggregate costs paid by the non-residential properties other than the Resort
Project, collectively, shall not exceed 75% of the total costs assessed in the
PAD and to the extent the aggregate amount assessed against the non-residential
properties other than the Resort Project will exceed 75%, then the amount paid
by each non-residential property shall be reduced proportionally. The owner of
the Resort Project and the Resort Project would be assessed for and would pay
the balance of all costs not assessed to the other non-residential properties in
Lots 2 through 9 and Lot 11 of Plat of-South Pier, so that 100% of all costs
assessed in the PAD are paid each year by the non-residential properties in Lots
2 through 9 and Lot 11 of Plat of South Pier and the Resort Project and the
owner of the Resort Project. Notwithstanding the foregoing, the Resort Project
and the owner of the Resort Project shall pay not less than 25% of the total
costs assessed each year in the PAD.

      The following are examples for illustrative purposes only of the
anticipated manner of assessment of costs. It is understood that the City Common
Council will make the final

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determination as to the manner of assessment of the costs and the City Common
Council may elect to assess the costs differently. In addition, the number of
parking spaces referenced in these examples is for illustrative purposes only
and is not a final determination of the number of spaces to be included within
the PAD. The examples are:

   Scenario 1.
   Assume in year 2006, several shanties have been constructed along the
   river and are operating and there has been no other non-residential
   development. Also assume that these shanties require (under the general
   provisions of the Zoning Code), a total of 30 parking stalls. Assuming 300
   off-street parking spaces within the PAD, the shanty operators would be
   assessed for a collective 10% of the costs, and the owner of the Resort
   Project would be assessed for the remaining 90%.

   Scenario 2.
   Assuming in 2007, non-Resort Project development requires 240 of the 300
   spaces, or 80%. The owner of the Resort Project would be assessed for 25%
   of the costs, and the other benefited properties would collectively be
   responsible for 75%.

      The provisions of this paragraph 14 of this First Amendment are not
intended to and do not modify the terms and conditions of the Original
Development Agreement with respect to the parking lots located in the Convention
Center Project, the Resort Project and the Condominium Project and on the
Convention Center Site, the Resort Site and the Condominium Site and are not
intended to and do not modify the Developer's and/or the Resort LLC's and/or the
Condominium LLC's obligations with respect to said parking lots as described in
the Original Development Agreement. The costs incurred by the Resort LLC and/or
the Condominium LLC and/or the Developer in connection with the Temporary
Parking Lots and the Permanent Parking Lots as described above are in addition
to all costs and expenses and liabilities incurred by them in connection with
the various parking lots located in the Convention Center Project, the Resort
Project and the Condominium Project and on the Convention Center Site, the
Resort Site and the Condominium Site as described in the Original Development
Agreement. It is understood that the parking lots located in the Convention
Center Project, the Resort Project and the Condominium Project and on the
Convention Center Site, the Resort Site and the Condominium Site are not
included within the PAD and are not subject to assessment as part of the PAD. In
addition, assessments levied in connection with the parking lots located within
the PAD as described above are not fees charged for parking by the City as set
forth in paragraph 24 of the Original Development Agreement.

      15.   MISCELLANEOUS.

            (a)   All agreements, representations, warranties, covenants,
liabilities and obligations made in this First Amendment shall survive the
execution and delivery of this First Amendment.

            (b)   This First Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Wisconsin applicable to
contracts made and wholly performed within such state.

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            (c)   This First Amendment may be executed in several counterparts,
each of which shall be deemed an original, but such counterparts shall together
constitute but one and the same agreement. Facsimile signatures shall be deemed
original signatures for all purposes of this Agreement.

            (d)   Time is of the essence of each and every obligation or
agreement contained in this First Amendment.

            (e)   This First Amendment shall be recorded in the office of the
Register of Deeds of Sheboygan County, Wisconsin, it being understood by the
parties that this First Amendment will run with the land and will be binding
upon the Resort Site, the Condominium Site, the Convention Center Site, the
Resort Project, the Convention Center Project and the Condominium Project and
any owner and/or lessee and/or mortgagee of all or any portions of such sites
and/or the Resort Project and the Convention Center Project and the Condominium
Project, and their successors and assigns, including without limitation, the
owners of the individual condominium units. It is intended that this First
Amendment have the same priority as the Original Development Agreement and that
all loans, liens and encumbrances in connection with the Resort Project and the
Condominium Project are subject and subordinate to the terms of this First
Amendment, in the same manner as such loans, liens and encumbrances were subject
and subordinate to the Original Development Agreement.

            (f)   The headings in this First Amendment are for reference only
and are not intended to modify any of the terms and conditions of this First
Amendment.

            (g)   Nothing contained in this First Amendment is intended to or
has the effect of releasing Resort LLC or Condominium LLC or Developer from
compliance with all applicable laws, rules, regulations and ordinances.

            (h)   This First Amendment is the product of negotiation among all
of the parties hereto and no term, covenant or provision herein or the failure
to include a term, covenant or provision shall be construed against any party
hereto solely on the basis that one party or the other drafted this Agreement or
any term, covenant or condition contained herein.

            (i)   Nothing contained in this First Amendment or the Original
Development Agreement is intended to or has the effect of releasing any
individual condominium unit owner from compliance with all applicable laws,
rules, regulations and ordinances, including without limitation, from
his/her/its obligation to pay real estate and personal property taxes and
special assessments assessed and/or levied in connection with his/her/its
condominium unit.

      16.   NO OTHER CHANGES. Except as otherwise specifically set forth herein,
all other terms and conditions of the Original Development Agreement remain
unmodified and in full force and effect.

      17.   CONDOMINIUM DOCUMENTS. The documents governing the formation of the
condominium on the Condominium Site shall be amended consistent with the terms
of this First Amendment.

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      18.   EFFECTIVE DATE OF FIRST AMENDMENT. The terms and conditions of this
First Amendment shall not become effective until satisfaction of all of the
following conditions:

            (a)   The City and the Authority shall have approved this First
Amendment and the amendments to those other agreements executed in connection
with the Original Development Agreement which in the City's judgment require
amendment. Any conditions imposed in connection with the City's and/or
Authority's approval of this First Amendment and such other agreements shall
have been satisfied.

            (b)   The Guaranty Deposit in the amount of $2,000,000.00 shall have
been deposited with the City.

            (c)   The legal fees referred to in Paragraph 9 above shall have
been paid to the City.

            (d)   The Parties shall have executed and delivered this First
Amendment and amendments to those other agreements executed in connection with
the Original Development Agreement which in the City's judgment require
amendment.

If the conditions contained in this Paragraph 18 are not satisfied or waived by
the City and the Authority on or before June 30, 2004, then the terms and
conditions of this First Amendment shall automatically terminate and be of no
further force or effect and the Original Development Agreement will continue
unmodified and in full force and effect.

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      IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date and year first above written.

                                     CITY OF SHEBOYGAN, WISCONSIN

                                     By: /s/ James Schramm
                                         ---------------------------------
                                         James Schramm, Mayor

                                     Attest: /s/ Susan Richards
                                             ----------------------------
                                             Deputy , City Clerk

STATE OF WISCONSIN )
                   )ss.
SHEBOYGAN COUNTY   )

      Personally appeared before me this 22nd day of June, 2004, the above-named
James Schramm and Susan Richards the Mayor and Deputy City Clerk, respectively,
of the City of Sheboygan, Wisconsin, to me known to be the persons who executed
the foregoing agreement on behalf of the City and by its authority.

                                     /s/ Stephen G. McLoan
                                     ------------------------------
                                     Name: STEPHEN G. MCLOAN
                                     Notary Public, State of Wisconsin
                                     My Commission is permanent

                                      -11-
<PAGE>

                                         REDEVELOPMENT AUTHORITY OF THE CITY OF
                                         SHEBOYGAN,WISCONSIN

                                     By: /s/ Michael Leibham
                                         ------------------------------------
                                         Michael Leibham, Chairperson

                                     Attest: /s/  Paulette Enders
                                             --------------------------------
                                             Paulette Enders, Executive Director

STATE OF WISCONSIN      )
                        )ss.
SHEBOYGAN COUNTY        )

      Personally appeared before me this 24th day of June, 2004, the above-named
Michael Leibham and Paulette Enders, the Chairperson and Executive Director,
respectively, of the Redevelopment Authority of the City of Sheboygan,
Wisconsin, to me known to be the persons who executed the foregoing agreement on
behalf of said Redevelopment Authority and by its authority.

                                     /s/ Stephen G. McLoan
                                     ---------------------------------------
                                     Name: STEPHEN G. MCLOAN
                                     Notary Public, State of Wisconsin
                                     My Commission is permanent.

                                      -12-
<PAGE>

                                     THE GREAT LAKES COMPANIES, INC.

                                     By: /s/ Marc B. Vaccaro
                                         ------------------------------------
                                         Marc B. Vaccaro, Co-Chairman
STATE OF WISCONSIN )
                   )ss.
DANE COUNTY        )

      Personally appeared before me this 25th day of June, 2004, the above-named
Marc B. Vaccaro, the Co-Chairman of The Great Lakes Companies, Inc., to me known
to be the person who executed the foregoing agreement on behalf of said company
and by its authority.

                                     /s/ Karla J. Braunsky
                                     ---------------------------------------
                                     Name:  KARLA J. BRAUNSKY
                                     Notary Public, State of Wisconsin
                                     My Commission expires: 10/7/07

                                                            [SEAL]

                                      -13-
<PAGE>

                                     BLUE HARBOR RESORT SHEBOYGAN, LLC, A
                                     WISCONSIN LIMITED LIABILITY COMPANY

                                     By: The Great Lakes Companies, Inc.,
                                         its Sole Manager

                                         By: /s/ Marc B. Vaccaro
                                             --------------------------------
                                             Marc B. Vaccaro, Co-Chairman

STATE OF WISCONSIN )
                   )ss.
DANE COUNTY        )

      Personally appeared before me this 25th day of June, 2004, the above-named
Marc B. Vaccaro, the Co-Chairman of The Great Lakes Companies, Inc., Sole
Manager of Blue Harbor Resort Sheboygan, LLC, to me known to be the person who
executed the foregoing agreement on behalf of said company and by its authority.

                                     /S/ Karla J. Braunsky
                                     ---------------------------------------
                                     Name:KARLA J. BRAUNSKY
                                     Notary Public, State of Wisconsin
                                     My Commission expires: 10/7/07.

                                                            [SEAL]

                                      -14-
<PAGE>

                                     BLUE HARBOR RESORT CONDOMINIUM, LLC,
                                     A WISCONSIN LIMITED LIABILITY COMPANY

                                     By:  The Great Lakes Companies, Inc.,
                                          its Sole Manager

                                          By: /s/ Marc B. Vaccaro
                                              -------------------------------
                                              Marc B. Vaccaro, Co-Chairman

STATE OF WISCONSIN  )
                    )ss.
DANE COUNTY         )

      Personally appeared before me this 25th day of June, 2004, the above-named
Marc B. Vaccaro, the Co-Chairman of The Great Lakes Companies, Inc., Sole
Manager of Blue Harbor Resort Condominium Sheboygan, LLC, to me known to be the
person who executed the foregoing agreement on behalf of said company and by its
authority.

                                     /s/ Karla J. Braunsky
                                     ---------------------------------------
                                     Name: KARLA J. BRAUNSKY
                                     Notary Public, State of Wisconsin
                                     My Commission expires: 10/7/07.

                                                            [SEAL]

                                      -15-
<PAGE>

                              CONSENT OF GUARANTORS

      The undersigned Guarantors hereby consent to the foregoing First Amendment
and agree that the Guaranty dated July 30, 2003, executed and delivered by the
undersigned in connection with the transaction which is the subject of the
Original Development Agreement, is modified to reflect the terms of Paragraph 12
above. Except as so modified, the Guaranty remains unmodified and continues in
full force and effect.

      In Witness Whereof, the undersigned have executed and delivered this
Consent as of the date and year first above written.

                                     /s/ Marc B. Vaccaro
                                     ---------------------------------------
                                     Marc B. Vaccaro

      The undersigned hereby represents the obligations of the undersigned set
forth herein and in the Guaranty are incurred in the interests of his marriage
and family.

                Dated as of the date and year first above written.

                                     /s/ Marc B. Vaccaro
                                      --------------------------------------
                                     Marc B. Vaccaro

STATE OF WISCONSIN  )
                    )SS.
COUNTY OF DANE      )

      Before me, a notary public, in and for said county, personally appeared
Marc B. Vaccaro known to me to be the person who executed the foregoing
instrument, signed the same, and acknowledged to me that he did so sign said
instrument.

      In testimony whereof, I have hereunto subscribed my name, and affixed my
official seal, this 25th day of June, 2004.

                                     /s/ Karla J. Braunsky
                                     ---------------------------------------
                                     Name: KARLA J. BRAUNSKY
                                     Notary Public, State of Wisconsin
                                     My commission expires: 10/7/07.

                                                            [SEAL]

                                      -16-
<PAGE>

                                     /s/ Bruce D. Neviaser
                                     ---------------------------------------
                                     Bruce D. Neviaser

      The undersigned hereby represents the obligations of the undersigned set
forth herein and in the Guaranty are incurred in the interests of his marriage
and family.

                   Dated as of the date and year first above written.

                                     /s/ Bruce D. Neviaser
                                     ---------------------------------------
                                     Bruce D. Neviaser

STATE OF WISCONSIN   )
                     )SS.
COUNTY OF DANE       )

          Before me, a notary public, in and for said county, personally
appeared Bruce D. Neviaser known to me to be the person who executed the
foregoing instrument, signed the same, and acknowledged to me that he did so
sign said instrument.

      In testimony whereof, I have hereunto subscribed my name, and affixed my
official seal, this 25th day of June, 2004.

                                     /s/ Karla J. Braunsky
                                     ---------------------------------------
                                     Name: KARLA J. BRAUNSKY
                                     Notary Public, State of Wisconsin
                                     My commission expires: 10/7/07.

                                                            [SEAL]

                                      -17-
<PAGE>

                                     /s/ Craig A. Stark
                                     ---------------------------------------
                                     Craig A. Stark

      The undersigned hereby represents the obligations of the undersigned set
forth herein and in the Guaranty are incurred in the interests of his marriage
and family.

                  Dated as of the date and year first above written.

                                     /s/ Craig A. Stark
                                     ---------------------------------------
                                     Craig A. Stark

STATE OF WISCONSIN  )
                    )SS.
COUNTY OF DANE      )

      Before me, a notary public, in and for said county, personally appeared
Craig A. Stark known to me to be the person who executed the foregoing
instrument, signed the same, and acknowledged to me that he did so sign said
instrument.

      In testimony whereof, I have hereunto subscribed my name, and affixed my
official seal, this 25th day of June 2004.

                                     /s/ Karla J. Braunsky
                                     ---------------------------------------
                                     KARLA J. BRAUNSKY
                                     Notary Public, State of Wisconsin
                                     My commission expires: 10/7/07.

                                                            [SEAL]

                                      -18-
<PAGE>

                                     THE GREAT LAKES COMPANIES, INC.

                                     By: /s/ Marc B. Vaccaro
                                         ------------------------------------
                                         Marc B. Vaccaro, Co-Chairman

STATE OF WISCONSIN    )
                      )SS.
COUNTY OF DANE        )

      Before me, a notary public, in and for said county, personally appeared
Marc B. Vaccaro, the Co-Chairman of The Great Lakes Companies, Inc., known to me
to be the person who executed the foregoing instrument, signed the same, and
acknowledged to me that he did so sign said instrument on behalf of The Great
Lakes Companies, Inc., and by its authority.

      In testimony whereof, I have hereunto subscribed my name, and affixed my
official seal, this 25th day of June, 2004.

                                     /s/ Karla J. Braunsky
                                     ---------------------------------------
                                     Name: KARLA J. BRAUNSKY
                                     Notary Public, State of Wisconsin
                                     My commission expires: 10/7/07

                                                            [SEAL]

                                      -19-
<PAGE>

                                    EXHIBIT A
                              (LEGAL DESCRIPTION)

                                      -20-
<PAGE>
                                    EXHIBIT A

                    (DEVELOPMENT AGREEMENT LEGAL DESCRIPTION)
                                (AUTHORITY LAND)

Parcel 1 :

Lots One (1), Two (2), Three (3), Four (4), Five (5) and Six (6) of Block Two
Hundred Thirty-nine (239), of the Original Plat of the City of Sheboygan,
Wisconsin.

Also, that part of vacated South Seven Street between the South line of the
Sheboygan River and the North line of East Water Street, which lies adjacent to
Lot One (1), Block Two Hundred Thirty-nine (239), of the Original Plat of the
City of Sheboygan.

Tax Key Number: 300220

Parcel 2:

All of Lots Seven (7), Eight (8), Nine (9) and Ten (10), of Block Two Hundred
Thirty-nine (239) of the Original Plat of the City of Sheboygan, Wisconsin.

Tax Key Number: 300210

Parcel 3:

Lots Eleven (11) and Twelve (12), of Block Two Hundred Thirty-nine (239), of the
Original Plat of the City of Sheboygan. Wisconsin Excepting that portion taken
by the City of Sheboygan for street purposes as described in an Award of
Damages, dated January 17, 1995, recorded in the Office of the Register of Deeds
for Sheboygan County, Wisconsin, in Volume 1378 of Records, at pages 535/6, as
document #1420646, as follows: Commencing at the southwest corner of Block 239
and said Lot 12; thence N01 degrees 36'20" W along the east right-of-way line of
South 8th Street and the west line of Lot 12 a distance of 18.13 feet;thence N88
degrees 35'44" E 48.31 feet to the northerly right-of-way line of Water Street;
thence along said right-of-way S67 degrees 59'49" W 51.54 feet to the point of
commencement.

Tax Key Number: 300200

Parcel: 4

Parts of Lots 3, 4, 5, and 6, all in Block 241 of the Original Plat of
Sheboygan, located in the City of Sheboygan. Sheboygan County, Wisconsin, and
being more particularly described as:

Commencing at the original SW corner of said Block 241; thence N01
degrees-36'-20" W, along the east right-of-way line of S. 9th Street, 5.43 feet
to the Point of Beginning of this description; thence continuing N01
degrees-36'-20" W, along said east right-of-way, 61.47 feet to the NW corner of
said Block 241, and the south right-of-way line of East Water Street; thence S89
degrees-29'-40" E, along the south right-of-way line of East Water Street,
213.19 feet to a point on the arc of a curve

                                       A-1
<PAGE>

to the right, having its radius print bearing northwesterly, 403.50 feet;
thence southwesterly 89.06 feet along the arc of said curve, the long chord of
which bears S58 degrees-42'-49" W, 88.88 feet to a point of compound curvature,
the radius point of the following curve bearing northwesterly, 118.50 feet;
thence southwesterly 48.45 feet along the arc said curve, the long chord of
which bears S76 degrees-44'-58 W, 48.11 feet to the end of said curve; thence
S88 degrees-27'-44" W, 88.71 feet to the Point of Beginning and the end of this
description.

Tax Key Number: 505730 and 505740

Parcel 5:

Part of Lots 1 and 2, and all of Lots 3, 4, 5, and 6, all in Block 242 of the
Original Plat of Sheboygan, located in the City of Sheboygan, Sheboygan County,
Wisconsin, and being more particular described as:

Beginning at the SW corner of said Block 242; thence N01 degrees-36'-20" W,
along the east right-of-way line of S 9th Street, 210 feet, more or less, to the
southerly normal high water mark of the Sheboygan River, said point also being
the NW corner of said Block 242; thence southeasterly, along said normal high
water mark of the Sheboygan River, 349.39 feet to a point which is 18.00 feet
west of the east line of said Block 242; thence S01 degrees-36'-20" E, 46 feet,
more or less, to a point which is 18.00 feet west of the east line of said block
242, and 108.18 feet north of the south line of said Block 242; thence S89
degrees-29'-25" E, 10.26 feet to a point on the arc of a curve to the right,
having its radius point bearing northwesterly, 403.50 feet; thence southwesterly
122.21 feet along the arc of said curve, the long chord of which bears S27
degrees-52'-49" W, 121.74 feet to the south line of said Block 242 and the north
right-of-way line of East Water Street; thence N89 degrees-29'-40" W, along said
south line of Block 242,293.31 feet to the Point of Beginning and the cad of
this description.

Tax Key Number: 50575O

Parcel 6:

All of Block 207, all of Stock 208, all of Block 209, all of Block 235, all of
Block 236, all of Lots 1 through 10, Block 239, part of vacated East Water
Street, Part of vacated Maryland Avenue, part of vacated New Jersey Avenue, part
of vacated S. 5th Street, part of vacated S. 6th Street, all in the Original
Plat of Sheboygan, and also part of Government Lot 6 of Section 23, and part of
unplatted lands located in the NE1/4 of Section 26, all in T15N, R23E, City of
Sheboygan, Sheboygan County, Wisconsin, and being more particularly described
as:

Commencing at the SW corner of said Block 239; thence N01 degrees-36'-20 degrees
W, along the east right-of-way line of S. 8th Street and the west line of said
Block 239, 18.13 feet to the Point of Beginning of this description; thence
continuing N01 degrees-36'-20" W, along the west line of said Block 239,129
feet, more or less, to the normal high water mark of the Sheboygan River and the
NW corner of said Block 239; thence northeasterly, 3183 feet, more or less,
along the normal high water mark of the Sheboygan River thence S09
degrees-20'-55" E, 5 feet more or less, to a point which is N50 degrees-57'-56"
E, 2911.97 feet from said SW corner of Stock 239; thence S09 degrees-20'-55"

                                      A-2
<PAGE>
E, 426.26 feet; thence S41 degrees-10'-33" W, 751.41 feet; thence S31
degrees-08'-20" W, 98.52 feet; thence S34 degrees-37'-55" W, 329.79 feet; thence
S43 degrees-31'-12" W, 161.04 feet to the beginning of a curve to the right,
having its radius point bearing northwesterly, 131.00 feet; thence
southwesterly, 75.01 feet along the arc of said curve, the long chord of which
bears S59 degrees-55'-25" W, 73.99 feet to the end of said curve; thence S76
degrees19'-38" W, 212.56 feet to the north right-of-way line of Illinois Avenue,
at a point which is N88 degrees-33'-11" E, 424.16 feet from a 2" diameter iron
pipe marking the SE corner of Block 236 of the Original Plat of Sheboygan;
thence S88 degrees-33'-11" W, along the north right-of-way line of illinois
Avenue, 703.17 feet to the northwesterly right-of-way line of East Water Street;
thence S35 degrees-00'-42" W, along said northwesterly right-of-way line 30.07
feet; thence S49 degrees-25'-48" W, along and northwesterly right-of-way line,
130.94 feet; thence S67 degrees-59'-49" W, along said northwesterly right-of-way
line, 376.62 feet; thence S88 degrees-35'-32" w, 48.31 feet to the point of
Beginning and the end of this description.

Tax Key Numbers: 300020, 300090 (Home Security Company). 300100, 321300, and
321310 (Home Security Company)

                                      A-3
<PAGE>

                                    EXHIBIT B
                            (TEMPORARY PARKING LOTS)

The drawing showing the temporary off-street parking lots attached as Exhibit B
to the First Amendment to Development Agreement is available upon request from
the City of Sheboygan, Wisconsin Public Works Department.